twi-202402290000899751False00008997512024-02-292024-02-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 29, 2024
TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware | 1-12936 | 36-3228472 |
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1525 Kautz Road, Suite 600, West Chicago, IL 60185
(Address of principal executive offices, including Zip Code)
(630) 377-0486
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Common stock, $0.0001 par value | TWI | New York Stock Exchange |
EXPLANATORY NOTE
This Amendment No. 2 on Form 8-K/A amends and supplements the Current Report on Form 8-K filed by Titan International Inc. (the “Company”) on February 29, 2024 (the “Initial Report”), in order to provide certain pro forma financial information required under Item 9.01(b) of Form 8-K, with respect to the Company’s acquisition of The Carlstar Group, LLC (“Carlstar”) as described in the Initial Report and Amendment No. 1 as filed with the Securities and Exchange Commission on May 16, 2024.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 and for the nine months ended September 30, 2024 and the notes related thereto, are filed as Exhibit 99.1 to this report and incorporated herein by reference.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| TITAN INTERNATIONAL, INC. |
| (Registrant) |
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Date: | November 1, 2024 | By: | /s/ DAVID A. MARTIN | |
| | | David A. Martin | |
| | | SVP, Chief Financial Officer | |